# Lifevantage Corp (LFVN)

Informational only - not investment advice.

CIK: 0000849146
SIC: 2834 Pharmaceutical Preparations
SIC breadcrumb: [Manufacturing](/division/D/) > [Chemicals And Allied Products](/major-group/28/) > [SIC 2834 Pharmaceutical Preparations](/industry/2834/)
Latest 10-K filed: 2025-09-04
SEC page: https://www.sec.gov/edgar/browse/?CIK=849146
Filing source: https://www.sec.gov/Archives/edgar/data/849146/000084914625000068/lfvn-20250630.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 228530000 | USD | 2025 | 2025-09-04 |
| Net income | 9805000 | USD | 2025 | 2025-09-04 |
| Assets | 71958000 | USD | 2025 | 2025-09-04 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-09-04. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000849146.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  | 199,489,000 | 203,204,000 | 225,958,000 | 232,915,000 | 220,181,000 | 206,360,000 | 213,398,000 | 200,164,000 | 228,530,000 |
| Net income | 6,106,000 | 1,608,000 | 5,761,000 | 7,429,000 | 11,549,000 | 12,894,000 | 3,120,000 | 2,540,000 | 2,937,000 | 9,805,000 |
| Operating income | 13,414,000 | 4,449,000 | 10,323,000 | 9,814,000 | 15,466,000 | 17,615,000 | 7,575,000 | 4,259,000 | 4,332,000 | 12,199,000 |
| Gross profit | 172,608,000 | 166,033,000 | 168,356,000 | 187,985,000 | 194,951,000 | 181,994,000 | 168,263,000 | 170,011,000 | 158,724,000 | 183,666,000 |
| Diluted EPS | 0.42 | 0.11 | 0.41 | 0.50 | 0.79 | 0.90 | 0.24 | 0.20 | 0.23 | 0.75 |
| Operating cash flow | 6,036,000 | 6,597,000 | 13,256,000 | 17,789,000 | 18,326,000 | 16,273,000 | 7,959,000 | 6,828,000 | 12,197,000 | 11,878,000 |
| Capital expenditures | 562,000 | 1,055,000 | 4,649,000 | 2,506,000 | 2,681,000 | 3,741,000 | 1,530,000 | 3,067,000 | 2,245,000 | 1,371,000 |
| Dividends paid |  |  |  |  | 0.00 | 0.00 | 378,000 | 1,586,000 | 6,940,000 | 2,067,000 |
| Share buybacks | 0.00 | 0.00 | 1,500,000 | 4,655,000 | 5,405,000 | 11,933,000 | 8,833,000 | 822,000 | 6,430,000 | 3,147,000 |
| Assets | 50,855,000 | 45,249,000 | 51,142,000 | 55,273,000 | 58,877,000 | 78,732,000 | 70,706,000 | 66,123,000 | 60,299,000 | 71,958,000 |
| Liabilities | 40,206,000 | 30,722,000 | 29,195,000 | 28,074,000 | 25,623,000 | 41,925,000 | 39,190,000 | 31,474,000 | 34,308,000 | 37,317,000 |
| Stockholders' equity | 10,649,000 | 14,527,000 | 21,947,000 | 27,199,000 | 33,254,000 | 36,807,000 | 31,516,000 | 34,649,000 | 25,991,000 | 34,641,000 |
| Cash and cash equivalents | 7,883,000 | 11,458,000 | 16,652,000 | 18,824,000 | 22,138,000 | 23,174,000 | 20,190,000 | 21,605,000 | 16,886,000 | 20,201,000 |
| Free cash flow | 5,474,000 | 5,542,000 | 8,607,000 | 15,283,000 | 15,645,000 | 12,532,000 | 6,429,000 | 3,761,000 | 9,952,000 | 10,507,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  | 0.81% | 2.84% | 3.29% | 4.96% | 5.86% | 1.51% | 1.19% | 1.47% | 4.29% |
| Operating margin |  | 2.23% | 5.08% | 4.34% | 6.64% | 8.00% | 3.67% | 2.00% | 2.16% | 5.34% |
| Return on equity | 57.34% | 11.07% | 26.25% | 27.31% | 34.73% | 35.03% | 9.90% | 7.33% | 11.30% | 28.30% |
| Return on assets | 12.01% | 3.55% | 11.26% | 13.44% | 19.62% | 16.38% | 4.41% | 3.84% | 4.87% | 13.63% |
| Liabilities / equity | 3.78 | 2.11 | 1.33 | 1.03 | 0.77 | 1.14 | 1.24 | 0.91 | 1.32 | 1.08 |
| Current ratio | 1.41 | 1.52 | 1.64 | 1.65 | 1.75 | 1.91 | 1.83 | 2.26 | 1.69 | 1.87 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000849146.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q3 | 2022-03-31 |  |  | 0.09 | reported discrete quarter |
| 2023-Q1 | 2022-09-30 |  |  | 0.05 | reported discrete quarter |
| 2023-Q2 | 2022-12-31 |  | -1,058,000 |  | reported discrete quarter |
| 2023-Q2 | 2023-03-31 | 53,741,000 |  | 0.08 | reported discrete quarter |
| 2024-Q1 | 2023-09-30 | 51,364,000 | 629,000 | 0.05 | reported discrete quarter |
| 2024-Q2 | 2023-09-30 |  | 629,000 |  | reported discrete quarter |
| 2024-Q2 | 2023-12-31 | 51,624,000 |  | -0.05 | reported discrete quarter |
| 2024-Q3 | 2023-12-31 |  | -656,000 |  | reported discrete quarter |
| 2024-Q3 | 2024-03-31 | 48,245,000 |  | 0.13 | reported discrete quarter |
| 2024-Q4 | 2024-06-30 | 48,931,000 | 1,305,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2024-09-30 | 47,214,000 | 1,826,000 | 0.14 | reported discrete quarter |
| 2025-Q2 | 2024-09-30 |  | 1,826,000 |  | reported discrete quarter |
| 2025-Q2 | 2024-12-31 | 67,762,000 |  | 0.19 | reported discrete quarter |
| 2025-Q3 | 2024-12-31 |  | 2,550,000 |  | reported discrete quarter |
| 2025-Q3 | 2025-03-31 | 58,440,000 |  | 0.26 | reported discrete quarter |
| 2025-Q4 | 2025-06-30 | 55,114,000 | 1,959,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2025-09-30 | 47,561,000 | 2,155,000 | 0.17 | reported discrete quarter |
| 2026-Q2 | 2025-09-30 |  | 2,155,000 |  | reported discrete quarter |
| 2026-Q2 | 2025-12-31 | 48,931,000 |  | 0.02 | reported discrete quarter |
| 2026-Q3 | 2025-12-31 |  | 276,000 |  | reported discrete quarter |
| 2026-Q3 | 2026-03-31 | 43,716,000 |  | 0.11 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/849146/000119312526208922/lfvn-20260331.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a company focused on nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. We are dedicated to helping people achieve their health, wellness, and financial goals. We provide quality, scientifically validated products to customers and independent consultants as well as a financially rewarding commission-based direct sales opportunity to our independent consultants. We engage in the identification, research, development, formulation and sale of advanced nutrigenomic activators, dietary supplements, weight management products, pre- and pro-biotics, skin and hair care products, and nootropics. We currently sell our products to customers and independent consultants in two geographic regions that we have classified as the Americas region and the Asia/Pacific and Europe region.

The success and growth of our business is primarily based on the effectiveness of our independent consultants to attract and retain customers in order to sell our products and our ability to attract and retain independent consultants. When we are successful in attracting and retaining independent consultants and customers, it is largely because of:

•
Our products, including our flagship Protandim® family of scientifically validated dietary supplements, our LifeVantage® family of dietary supplements that include the MindBody GLP-1 System®, Omega+, ProBio, IC Bright®, the Rise AM & Reset PM System®, D3+, and Daily Wellness, our PhysIQ™ Fat Burn and Prebiotic dietary supplements, our TrueScience® line of skin and hair care products and Liquid Collagen, Petandim®, our companion pet supplement formulated to combat oxidative stress in dogs; AXIO®, our nootropic energy drink mixes; and LoveBiome® P84 and PhytoPower B, dietary supplements acquired pursuant to the purchase of LoveBiome’s critical assets formulated to support gut health.

•
Our sales compensation plan and other sales initiatives and incentives; and

•
Our delivery of superior customer service.

As a result, it is vital to our success that we leverage our product development resources to develop and introduce compelling and innovative products and provide opportunities for our independent consultants to sell these products in a variety of markets. We sell our products in the United States, Mexico, Japan, Australia, Hong Kong, Canada, Thailand, the United Kingdom, the Netherlands, Germany, Taiwan, Austria, Spain, Ireland, Belgium, New Zealand, Singapore and Iceland. In addition, we sell our products in a number of countries for personal consumption only. Entering a new market requires a considerable amount of time, resources and continued support. If we are unable to properly support an existing or new market, our revenue growth may be negatively impacted. On June 30, 2025, we ceased operations in the Philippines and closed that market. In September 2025, we commenced operations in Iceland.

Our Products

Our products are: the Protandim® line of scientifically validated dietary supplements; the LifeVantage® line of dietary supplements that include the MindBody GLP-1 System®, Omega+, ProBio, IC Bright®, the Rise AM & Reset PM System®, D3+, and Daily Wellness; the PhysIQ Fat Burn and Prebiotic dietary supplements; the TrueScience® line of skin and hair care products and Liquid Collagen; the Petandim® companion pet supplement formulated to combat oxidative stress in dogs; AXIO®, our nootropic energy drink mixes; and LoveBiome® P84 and PhytoPower B, dietary supplements acquired pursuant to the purchase of LoveBiome’s critical assets formulated to support gut health. We believe the significant number of customers who regularly and repeatedly purchase our products is a strong indicator of the health benefits of our products.

24

The Protandim® product line includes Protandim® NRF1 Synergizer®, Protandim® Nrf2 Synergizer®, and Protandim® NAD Synergizer®. The Protandim® NRF1 Synergizer® is formulated to increase cellular energy and performance by boosting mitochondria production to improve cellular repair and slow cellular aging. The Protandim® Nrf2 Synergizer® contains a proprietary blend of ingredients and has been shown to combat oxidative stress and enhance energy production by increasing the body’s natural antioxidant protection at the genetic level, inducing the production of naturally occurring protective antioxidant enzymes, including superoxide dismutase, catalase, and glutathione synthase. The Protandim® NAD Synergizer® was specifically formulated to target cell signaling pathways involved in the synthesis and recycling of a specific molecule called NAD (nicotinamide adenine dinucleotide), and it has been shown to double sirtuin activity, supporting increased health, focus, energy, mental clarity, and mood. Use of the three Protandim® products together, marketed as the Protandim® Tri-Synergizer®, has been shown to produce synergistic benefits greater than using the single products on their own.

The LifeVantage® product line includes: the new MindBody GLP-1 System®, a dietary supplement that combines two products MB Core™ and MB Enhance™ designed to support weight loss and wellness by activating GLP-1 naturally and balancing signals along the gut-brain axis; Omega+, a dietary supplement that combines DHA and EPA Omega-3 fatty acids, omega-7 fatty acids, and vitamin D3 to support cognitive health, cardiovascular health, skin health, and the immune system; ProBio, a dietary supplement designed to support optimal digestion and immune system function; Daily Wellness, a dietary supplement designed to support immune health. IC Bright®, a dietary supplement to help support eye and brain health, reduce eye fatigue and strain, support cognitive functions, and may help support normal sleep patterns; the Rise AM & Reset PM System®, a dietary supplement that uses Timewise Nutrient Delivery™ to provide the body with the right nutrients in the right amounts at the right time and D3+, a dietary supplement that provides vitamin D3, vitamin K2, magnesium, calcium, and other trace minerals to support a balanced immune system, strong bones, and cardiovascular health.

PhysIQ™ Fat Burn is a dietary supplement designed to support weight management, and PhysIQ™ Prebiotic is a dietary supplement designed to support a healthy digestive tract.

Our TrueScience® line of skin and hair care products includes TrueScience® TrueClean Refining Cleanser, TrueScience® TrueRenew Daily Firming Complex, TrueScience® TrueLift Illuminating Eye Cream, TrueScience® TrueHydrate Brightening Moisturizer, TrueScience® TrueTone Perfecting Lotion, TrueScience® TrueProtect Daily Mineral Sunstick SPF 30, TrueScience® Perfecting Lotion, TrueScience® Hand Cream, TrueScience® Invigorating Shampoo, TrueScience® Nourishing Conditioner, TrueScience® Scalp Serum, and TrueScience® Liquid Collagen, a dietary supplement that activates, replenishes, and maintains collagen to support firmness and elasticity from within.

Petandim® is a supplement specially formulated to combat oxidative stress in dogs through Nrf2 activation.

AXIO® is our line of our nootropic energy drink mixes formulated to promote alertness and support mental performance.

LoveBiome® P84 is a dietary supplement formulated to activate 14 key peptides that regulate, repair, and restore gut health. PhytoPower B is a dietary supplement formulated to slow carb-to-sugar conversion and support healthy metabolism.

We sell our products both individually and in stacks. A stack consists of multiple products bundled together that are designed to achieve a specific result. In fiscal year 2025, our stack strategy continued to focus on the brand message of activation. During the year, we introduced a number of new stacks to meet customer and independent consultant needs. Prior to the launch of our latest activator, the MindBody GLP-1 System®, we introduced the Kickstart Bundle, which features a selection of products (varies by market) to help prepare the body for GLP-1 activation. Additionally, several stacks were introduced that incorporated the MindBody GLP-1 System® to offer consumers support for weight management and wellness along with delivering other targeted benefits as part of their activated lifestyle.

We also introduced our Healthy Weight Stack, which includes the MindBody GLP-1 System® and Protandim® Nrf2 Synergizer®. Results of an in vitro study were released that showed beneficial “activation synergies” when both products were used together, including enhanced fatty acid metabolism, improved defense against oxidative stress, and activation of 22 new genes that help cells make what they need to support organ strength, structure, and signaling.

Subsequent to acquiring the critical assets of LoveBiome, we introduced our Healthy Edge Stack, which includes Protandim® Nrf2 Synergizer® and LoveBiome® P84; and our Healthy Edge + MindBody GLP-1 System Stack, which includes Protandim® Nrf2 Synergizer®, the MindBody GLP-1 System® and LoveBiome® P84.

25

We continue to offer other popular stacks with products that complement one another with inner activation power for internal benefits that can be felt, external benefits that can be seen, or both.

We currently have additional products in development and additional product offerings that come with our acquisition of LoveBiome’s critical assets in October 2025. Any delays or difficulties in introducing compelling products or attractive initiatives or tools into our markets may have a negative impact on our revenue and our ability to attract new independent consultants and customers.

Compensation Plan for our Independent Consultants

On March 1, 2023, we launched a new compensation plan for our independent consultants in the United States, Japan, Australia, and New Zealand markets. We refer to this compensation plan as our Evolve Compensation Plan. On February 1, 2024, we launched the Evolve Compensation Plan in the Canada, Mexico, and Europe markets. On November 1, 2024, we launched an optimized version of the Evolve Compensation Plan in the United States, Japan, Australia, New Zealand, Canada, Mexico, and Europe markets. On March 1, 2025, we launched the Evolve Compensation Plan in other markets, including Taiwan, Hong Kong, and Singapore. In September 2025, we launched Iceland with the Evolve Compensation Plan and plan to do the same in any new markets.

Accounts

Because we primarily utilize a direct selling model for the distribution of a majority of our products, the success and growth of our business depends in large part on the effectiveness of our independent consultants to attract and retain customers to purchase our products and our ability to attract new and retain existing independent consultants. Changes in our product sales typically are the result of variations in product sales volume relating to fluctuations in the number of active independent consultants and customers purchasing our products. The number of active independent consultants and customers is, therefore, used by management as a key non-financial measure.

The following tables summarize the changes in our active accounts base by geographic region. These numbers have been rounded to the nearest thousand as of the dates indicated. For purposes of this report, we define “Active Accounts” as only those independent consultants and customers who have purchased from us at any time during the most recent three-month period, either for personal use or for resale.

As of March 31,

Change

from Prior

Percent

2026

2025

Year

Change

Active Independent Consultants

Americas

30,000

66.7

%

35,000

67.3

%

(5,000

)

(14.3

)%

Asia/Pacific & Europe

15,000

33.3

%

17,000

32.7

%

(2,000

)

(11.8

)%

Total Active Independent Consultants

45,000

100.0

%

52,000

100.0

%

(7,000

)

(13.5

)%

Active Customers

Americas

51,000

79.7

%

74,

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes, which are included in this Annual Report on Form 10-K.

Overview

We are a company focused on nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. We are dedicated to helping people achieve their health, wellness, and financial goals. We provide quality, scientifically validated products to customers and independent consultants as well as a financially rewarding commission-based direct sales opportunity to our independent consultants. We engage in the identification, research, development, formulation and sale of advanced nutrigenomic activators, dietary supplements, weight management products, pre- and pro-biotics, skin and hair care products, and nootropics. We currently sell our products to customers and independent consultants in two geographic regions that we have classified as the Americas region and the Asia/Pacific and Europe region.

The success and growth of our business is primarily based on the effectiveness of our independent consultants to attract and retain customers in order to sell our products and our ability to attract and retain independent consultants. When we are successful in attracting and retaining independent consultants and customers, it is largely because of:

•Our products, including our flagship Protandim® family of scientifically validated dietary supplements, our LifeVantage® family of dietary supplements that include the MindBody GLP-1 System™, Omega+, ProBio, IC Bright®, the Rise AM & Reset PM System®, D3+, and Daily Wellness, our PhysIQ™ Fat Burn and Prebiotic dietary supplements, our TrueScience® line of skin and hair care products and Liquid Collagen, Petandim®, our companion pet supplement formulated to combat oxidative stress in dogs; and AXIO®, our nootropic energy drink mixes;

•Our sales compensation plan and other sales initiatives and incentives; and

•Our delivery of superior customer service.

As a result, it is vital to our success that we leverage our product development resources to develop and introduce compelling and innovative products and provide opportunities for our independent consultants to sell these products in a variety of markets. We sell our products in the United States, Mexico, Japan, Australia, Hong Kong, Canada, Thailand, the United Kingdom, the Netherlands, Germany, Taiwan, Austria, Spain, Ireland, Belgium, New Zealand and Singapore. In addition, we sell our products in a number of countries for personal consumption only. Entering a new market requires a considerable amount of time, resources and continued support. If we are unable to properly support an existing or new market, our revenue growth may be negatively impacted. On June 30, 2025, we ceased operations in the Philippines and closed that market.

Our Products

Our products are: the Protandim® line of scientifically validated dietary supplements; the LifeVantage® line of dietary supplements that include the MindBody GLP-1 System™, Omega+, ProBio, IC Bright®, the Rise AM & Reset PM System®, D3+, and Daily Wellness; our PhysIQ Fat Burn and Prebiotic dietary supplements; the TrueScience® line of skin and hair care products and Liquid Collagen; our Petandim® companion pet supplement formulated to combat oxidative stress in dogs; and AXIO®, our nootropic energy drink mixes. We believe the significant number of customers who regularly and repeatedly purchase our products is a strong indicator of the health benefits of our products.

The Protandim® product line includes Protandim® NRF1 Synergizer®, Protandim® Nrf2 Synergizer®, and Protandim® NAD Synergizer®. The Protandim® NRF1 Synergizer® is formulated to increase cellular energy and performance by boosting mitochondria production to improve cellular repair and slow cellular aging. The Protandim® Nrf2 Synergizer® contains a proprietary blend of ingredients and has been shown to combat oxidative stress and enhance energy production by increasing the body’s natural antioxidant protection at the genetic level, inducing the production of naturally occurring protective antioxidant enzymes, including superoxide dismutase, catalase, and glutathione synthase. The Protandim® NAD Synergizer® was specifically formulated to target cell signaling pathways involved in the synthesis and recycling of a specific molecule called NAD (nicotinamide adenine dinucleotide), and it has been shown to double sirtuin activity, supporting increased health, focus, energy, mental clarity, and mood. Use of the three Protandim® products together, marketed as the Protandim® Tri-Synergizer®, has been shown to produce synergistic benefits greater than using the single products on their own.

The LifeVantage® product line includes: the new MindBody GLP-1 System™, a dietary supplement that combines two products MB Core™ and MB Enhance™ designed to support weight loss and wellness by activating GLP-1 naturally and

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balancing signals along the gut-brain axis; Omega+, a dietary supplement that combines DHA and EPA Omega-3 fatty acids, omega-7 fatty acids, and vitamin D3 to support cognitive health, cardiovascular health, skin health, and the immune system; ProBio, a dietary supplement designed to support optimal digestion and immune system function; Daily Wellness, a dietary supplement designed to support immune health. IC Bright®, a dietary supplement to help support eye and brain health, reduce eye fatigue and strain, support cognitive functions, and may help support normal sleep patterns; the Rise AM & Reset PM System®, a dietary supplement that uses Timewise Nutrient Delivery™ to provide the body with the right nutrients in the right amounts at the right time and D3+, a dietary supplement that provides vitamin D3, vitamin K2, magnesium, calcium, and other trace minerals to support a balanced immune system, strong bones, and cardiovascular health.

PhysIQ™ Fat Burn is a dietary supplement designed to support weight management, and PhysIQ™ Prebiotic is a dietary supplement designed to support a healthy digestive tract.

Our TrueScience® line of skin and hair care products includes TrueScience® TrueClean Refining Cleanser, TrueScience® TrueRenew Daily Firming Complex, TrueScience® TrueLift Illuminating Eye Cream, TrueScience® TrueHydrate Brightening Moisturizer, TrueScience® TrueTone Perfecting Lotion, TrueScience® TrueProtect Daily Mineral Sunstick SPF 30, TrueScience® Perfecting Lotion, TrueScience® Hand Cream, TrueScience® Invigorating Shampoo, TrueScience® Nourishing Conditioner, TrueScience® Scalp Serum, and TrueScience® Liquid Collagen. TrueScience® Liquid Collagen activates, replenishes, and maintains collagen to support firmness and elasticity from within.

Petandim® is a supplement specially formulated to combat oxidative stress in dogs through Nrf2 activation.

AXIO® is our line of our nootropic energy drink mixes formulated to promote alertness and support mental performance.

We sell our products both individually and in stacks. A stack consists of multiple products bundled together that are designed to achieve a specific result. In fiscal year 2025, our stack strategy continued to focus on the brand message of activation. During the year, we introduced a number of new stacks to meet customer and independent consultant needs. Prior to the launch of our latest activator, the MindBody GLP-1 System™ , we introduced the Kickstart Bundle, which features a selection of products (varies by market) to help prepare the body for GLP-1 activation. Additionally, several stacks were introduced that incorporated the MindBody GLP-1 System™ to offer consumers support for weight management and wellness along with delivering other targeted benefits as part of their activated lifestyle.

We also introduced our Healthy Weight Stack, which includes the MindBody GLP-1 System™ and Protandim® Nrf2 Synergizer®. Results of an in vitro study were released that showed beneficial “activation synergies” when both products were used together, including enhanced fatty acid metabolism, improved defense against oxidative stress, and activation of 22 new genes that help cells make what they need to support organ strength, structure, and signaling.

We continue to offer other popular stacks with products that complement one another with inner activation power for internal benefits that can be felt, external benefits that can be seen, or both.

The following table shows revenue by major product line for the fiscal years ended June 30, 2025 and 2024.

Years ended June 30,

2025

2024

Protandim® product line

$

95,328 

41.7 

%

$

104,135 

52.0 

%

LifeVantage® product line

56,225 

24.6 

%

15,675 

7.8 

%

TrueScience® product line

48,712 

21.3 

%

56,252 

28.1 

%

Other

28,265 

12.4 

%

24,102 

12.1 

%

Total

$

228,530 

100.0 

%

$

200,164 

100.0 

%

Our revenue for the fiscal year ended June 30, 2025 is largely attributed to three product lines, Protandim®, LifeVantage®, and TrueScience®. On a combined basis, these three product lines represent approximately 87.6% of our total net revenue for the fiscal year ended June 30, 2025. Our revenue for the fiscal year ended June 30, 2024 was largely attributed to two product lines, Protandim® and TrueScience®, which on a combined basis, represented approximately 80.1% of our total net revenue for that fiscal year.

We currently have additional products in development. Any delays or difficulties in introducing compelling products or attractive initiatives or tools into our markets may have a negative impact on our revenue and our ability to attract new independent consultants and customers.

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Accounts

Because we primarily utilize a direct selling model for the distribution of a majority of our products, the success and growth of our business depends in large part on the effectiveness of our independent consultants to attract and retain customers to purchase our products, and our ability to attract new and retain existing independent consultants. Changes in our product sales are typically the result of variations in product sales volume relating to fluctuations in the number of active independent consultants and customers purchasing our products. The number of active independent consultants and customers is, therefore, used by management as a key non-financial measure.

The following tables summarize the changes in our active accounts by geographic region. These numbers have been rounded to the nearest thousand as of the dates indicated. For purposes of this report, we define “Active Accounts” as only those independent consultants and customers who have purchased from us at any time during the most recent three-month period, either for personal use or for resale.

As of June 30,

2025

2024

Change from Prior Year

Percent Change

Active Independent Consultants

    Americas

34,000 

66.7 

%

31,000 

63.3 

%

3,000 

9.7 

%

    Asia/Pacific & Europe

17,000 

33.3 

%

18,000 

36.7 

%

(1,000)

(5.6)

%

        Total Active Independent Consultants

51,000 

100.0 

%

49,000 

100.0 

%

2,000 

4.1 

%

Active Customers

    Americas

66,000 

81.5 

%

63,000 

79.7 

%

3,000 

4.8 

%

    Asia/Pacific & Europe

15,000 

18.5 

%

16,000 

20.3 

%

(1,000)

(6.3)

%

        Total Active Customers

81,000 

100.0 

%

79,000 

100.0 

%

2,000 

2.5 

%

Active Accounts

    Americas

100,000 

75.8 

%

94,000 

73.4 

%

6,000 

6.4 

%

    Asia/Pacific & Europe

32,000 

24.2 

%

34,000 

26.6 

%

(2,000)

(5.9)

%

        Total Active Accounts

132,000 

100.0 

%

128,000 

100.0 

%

4,000 

3.1 

%

Income Statement Presentation

We report revenue in two geographic regions, and we translate revenue from each market’s local currency into U.S. Dollars using weighted-average exchange rates. Revenue consists primarily of product sales, fee revenue, and shipping and handling fees, net of applicable sales discounts. Revenue is recognized at the time of shipment, which is when the passage of title and risk of loss to customers occurs. Also reflected in revenue is a provision for product returns and allowances, which is estimated based on our historical experience. The following table sets forth net revenue information by region for the years indicated. The following table should be reviewed in connection with the tables presented under “Results of Operations” (in thousands):

For the fiscal years ended June 30,

2025

2024

Americas

$

185,723 

81.3 

%

$

152,907 

76.4 

%

Asia/Pacific & Europe

42,807 

18.7 

%

47,257 

23.6 

%

Total

$

228,530 

100.0 

%

$

200,164 

100.0 

%

Cost of sales primarily consists of costs of products purchased from and manufactured by third-party vendors, shipping and order fulfillment costs, costs of adjustments to inventory carrying value, and costs of marketing materials which we sell to our independent consultant sales force, as well as freight, duties and taxes associated with the import and export of our products. As our international revenue increases as a percentage of total revenue, cost of sales as a percentage of revenue likely will increase as a result of additional duties, freight, and other factors, such as changes in currency exchange rates.

Commissions and incentives expenses are our most significant expenses and are classified as operating expenses. Commissions and incentives expenses include sales commissions paid to our independent consultants, special incentives and costs for incentive trips and other rewards. Commissions and incentives expenses do not include any amounts we pay to our

48

independent consultants related to their personal purchases. Commissions paid to independent consultants on personal purchases are considered a sales discount and are reported as a reduction to net revenue. Our sales compensation plan is an important factor in our ability to attract and retain our independent consultants. Under our sales compensation plan, independent consultants can earn commissions for product sales to their customers as well as the product sales made through the sales networks they have developed and trained. We do not pay commissions on marketing materials that are sold to our independent consultants. Commissions and incentives expenses, as a percentage of net revenue, may be impacted by the timing and magnitude of non-commissionable revenue derived from the sales of marketing materials, event tickets, and promotional items, investment in our red-carpet program, limited-time offers and the timing, magnitude and number of incentive trips and other promotional activities. From time to time, we make modifications and enhancements to our sales compensation plan in an effort to help motivate our sales force and develop leadership characteristics, which can have an impact on commissions and incentives expenses. In fiscal year 2023, we introduced our new compensation plan, called the Evolve Compensation Plan, in four markets – the United States, Japan, Australia, and New Zealand. In fiscal year 2024, we introduced the Evolve Compensation Plan to Canada, Mexico, and Europe. In fiscal year 2025, we introduced an optimized version of the Evolve Compensation Plan to the United States, Japan, Australia, New Zealand, Canada, Mexico, and Europe and introduced the Evolve Compensation Plan in other markets, including Taiwan, Hong Kong, and Singapore.

Selling, general and administrative expenses include wages and benefits, stock compensation expenses, marketing and event costs, professional fees, rents and utilities, depreciation and amortization, research and development, travel costs and other operating expenses. Wages and benefits and stock compensation expenses represent the largest component of selling, general and administrative expenses. Marketing and event costs include costs of consultant conventions and events held in various markets worldwide, which we expense in the period in which they are incurred. For the fiscal year ended June 30, 2024 marketing and event costs also included expenses associated with our sponsorship of the Major League Soccer team, Real Salt Lake. Our agreement with Real Salt Lake ended in December 2023.

Sales to customers outside the United States are transacted in the respective local currencies and are translated to U.S. Dollars at weighted-average currency exchange rates for each monthly accounting period to which they relate. Consequently, our net sales and earnings are affected by changes in currency exchange rates. In general, sales and gross profit are affected positively by a weakening U.S. Dollar and negatively by a strengthening U.S. Dollar. Currency fluctuations, however, have the opposite effect on our commissions paid to independent consultants and selling, and general and administrative expenses. In our revenue discussions that follow, we approximate the impact of currency fluctuations on revenue by translating current year revenue at the average exchange rates in effect during the comparable prior year periods.

Results of Operations

For the fiscal years ended June 30, 2025 and 2024, we generated net revenue of $228.5 million and $200.2 million, respectively, recognized operating income of $12.2 million and $4.3 million, respectively, and recognized net income of $9.8 million and $2.9 million, respectively.

The following table presents certain consolidated earnings data as a percentage of net revenue for the years indicated:

For the fiscal years ended June 30,

2025

2024

Revenue, net

100.0 

%

100.0 

%

Cost of sales

19.6 

20.7 

Gross profit

80.4 

79.3 

Operating expenses:

Commissions and incentives

44.7 

42.9 

Selling, general and administrative

30.3 

34.2 

Total operating expenses

75.0 

77.1 

Operating income

5.4 

2.2 

Other income (expense):

Interest income, net

0.2 

0.2 

Other expense, net

(0.2)

(0.2)

Total other expense

— 

— 

Income before income taxes

5.4 

2.2 

Income tax expense

(1.1)

(0.7)

Net income

4.3 

%

1.5 

%

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Comparison of Fiscal Years Ended June 30, 2025 and 2024

Net Revenue. We generated net revenue of $228.5 million and $200.2 million during the fiscal years ended June 30, 2025 and 2024, respectively. The overall increase in revenue is attributed mainly to the launch of our new MindBody GLP-1 System™ which drove an increase in our total Active Accounts by 3.1% during fiscal year 2025. Total revenue from the MindBody GLP-1 System™ was $40.8 million, including the product when sold as part of a bundle. This increase was partially offset by a $4.7 million decrease in revenue from TrueScience® Liquid Collagen, a decrease of $8.8 million in sales from our Protandim® products, and the negative impacts of foreign currency fluctuations compared to fiscal year ended June 30, 2024. In fiscal year 2025, foreign currency fluctuations negatively impacted our net revenue $0.5 million or 0.3%.

Americas. The following table sets forth revenue for the fiscal years ended June 30, 2025 and 2024 for the Americas region (in thousands):

For the fiscal years ended June 30,

2025

2024

% change

United States

$

178,442 

$

145,679 

22.5 

%

Other

7,281 

7,228 

0.7 

%

Americas Total

$

185,723 

$

152,907 

21.5 

%

Revenue in the Americas region for the fiscal year ended June 30, 2025 increased $32.8 million, or 21.5%, compared to the prior year. Total Active Accounts increased 6.4% in the region compared to the prior fiscal year which contributed to the increase in revenue. The increase in revenue and Active Accounts is due primarily to the launch of our new MindBody GLP-1 System™. Total revenue related to the sale of our MindBody GLP-1 System™ in the United States for the fiscal year ended June 30, 2025 was $37.3 million, including the product when sold as part of a bundle. In Canada and Mexico, sales of our MindBody GLP-1 System™ were $0.9 million for the fiscal year ended June 30, 2025. The increase in revenue in the Americas regions was partially offset by a decrease in revenue from TrueScience® Liquid Collagen, which decreased approximately $2.4 million for the fiscal year ended June 30, 2025 compared to fiscal year ended June 30, 2024, and the negative impacts of foreign currency of $0.5 million.

Asia/Pacific & Europe. The following table sets forth revenue for the fiscal years ended June 30, 2025 and 2024 for the Asia/Pacific and Europe region and its principal markets (in thousands):

For the fiscal years ended June 30,

2025

2024

% change

Japan

$

25,394 

$

26,989 

(5.9)

%

Europe

4,213 

3,653 

15.3 

%

Australia & New Zealand

6,494 

8,020 

(19.0)

%

Other Asia/Pacific

6,706 

8,595 

(22.0)

%

Asia/Pacific & Europe Total

$

42,807 

$

47,257 

(9.4)

%

Revenue in the Asia/Pacific and Europe region for the fiscal year ended June 30, 2025 decreased $4.5 million, or 9.4%, compared to the prior year. Revenue in the region was positively impacted approximately $16,000, or 0.0%, by foreign currency exchange rate fluctuations.

Revenue in our Japan market decreased 5.9% year over year on a U.S. Dollar basis and decreased 5.8% on a constant currency basis. Total revenue related to the sale of our MindBody GLP-1 System™ in Japan for the year ended June 30, 2025 was $1.3 million. The increase in revenue related to our MindBody GLP-1 System™ was offset by a decrease in sales of TrueScience® Liquid Collagen, which decreased by $1.3 million for the fiscal year ended June 30, 2025 compared to the prior year. During the fiscal year ended June 30, 2025, the Japanese Yen, on average, weakened against the U.S. Dollar, negatively impacting our revenue in this market by $27,000 or 0.1%.

Revenue in our Australia and New Zealand markets decreased $1.5 million, or 19.0%, during fiscal year 2025. The decrease in revenue in these markets primarily resulted from a 13.6% decrease in the number of Active Accounts. Total revenue related to the sale of our MindBody GLP-1 System™ in Australia and New Zealand for the year ended June 30, 2025 was $0.6 million. The increase in revenue related to our MindBody GLP-1 System™ was offset by a decrease in sales of TrueScience® Liquid Collagen, which decreased by $1.1 million for the fiscal year ended June 30, 2025 compared to the prior year.

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Revenue in our Europe region increased by 15.3% year over year primarily due to an 18.1% increase in our average number of Active Accounts within the market from fiscal year 2024 to fiscal year 2025. Total revenue related to the sale of our MindBody GLP-1 System™ in Europe for the year ended June 30, 2025 was $0.6 million.

The decline in revenue in our other markets was driven by a decrease in revenue from the Philippines. Revenue from our Philippines market was $1.4 million during fiscal year 2025 compared to $2.6 million during fiscal year 2024. Total Active Accounts in the Philippines decreased by 63.0% in the current fiscal year. On June 30, 2025, we ceased operations in the Philippines and closed that market.

Globally, our sales and marketing efforts continue to be directed toward strengthening our core business through our fiscal year initiatives and building our worldwide sales. We plan to continue the refinement and expansion of our product offerings internationally, including our MindBody GLP-1 System™, during the fiscal year 2026 and beyond. We expect this expansion will continue to drive revenue growth globally through increased average order size and increased ability to attract and retain new independent consultants and customers with a compelling product lineup.

During fiscal year 2026, our main focus will be to increase our average account base through concentrating our efforts on the enrollment of new independent consultants and customers, who will in turn help grow the business through incremental product sales, and on increasing the number of accounts that place an order in the month following their initial enrollment. We also plan to continue investing in our red-carpet program, which we believe has increased our ability to attract and retain strong consultant leadership and is a significant opportunity to drive revenue growth throughout our markets. We remain committed to further expanding the functionality and availability of our digital tools, which we believe will aid independent consultants in initiating and expanding their businesses.

Cost of Sales. Cost of sales were $44.9 million for the fiscal year ended June 30, 2025, and $41.4 million for the fiscal year ended June 30, 2024, resulting in a gross margin of $183.7 million, or 80.4%, and $158.7 million, or 79.3%, respectively. The decrease in cost of sales as a percentage of revenue is primarily due to shift in product mix and decreased inventory obsolescence costs during the fiscal year ended June 30, 2025.

Commissions and Incentives. Commissions and incentives expenses for the fiscal year ended June 30, 2025 were $102.3 million or 44.7% of revenue compared to $85.9 million or 42.9% of revenue for the fiscal year ended June 30, 2024. The increase in commissions as a percentage of revenue compared to the prior fiscal year is primarily due to higher qualifications within existing promotional and incentive programs and changes in the sales mix between our independent consultants and customers.

Commissions and incentives expenses, as a percentage of revenue, may fluctuate in future periods based on the timing of incentive trips and events and the timing and magnitude of compensation, incentive, and promotional programs.

Selling, General and Administrative. Selling, general and administrative expenses for the fiscal year ended June 30, 2025 were $69.2 million or 30.3% of revenue compared to $68.5 million or 34.2% of revenue for the fiscal year ended June 30, 2024. The decrease in selling, general, and administrative expenses as a percentage of revenue during fiscal year 2025 primarily was due to decreased proxy contest related expenses and the termination of our endorsement agreement with Real Salt Lake in December 2023. These decreases were partially offset by increases in the variable portion of employee related compensation expenses.

Primary factors that may cause our selling, general and administrative expenses to fluctuate in the future include changes in the number of employees, the timing and number of events we hold, marketing and branding initiatives and costs related to legal matters, if and as they arise. A fluctuation in our stock price may also impact our stock-based compensation expense relating to equity awards made in future years.

Interest Income. Interest income, net, was $0.4 million for each of the fiscal years ended June 30, 2025 and June 30, 2024.

Other Expense, Net. We recognized other expense, net, for the fiscal year ended June 30, 2025 of $0.4 million as compared to $0.4 million for the fiscal year ended June 30, 2024. Other expense, net, primarily consists of the impact of foreign currency fluctuations recognized during the fiscal year.

Income Tax Expense. Our income tax expense for the fiscal year ended June 30, 2025 was $2.4 million as compared to income tax expense of $1.4 million for the fiscal year ended June 30, 2024.

The effective tax rate was 19.9% of pre-tax income for the fiscal year ended June 30, 2025, compared to 32.5% for the fiscal year ended June 30, 2024. The decrease in the effective tax rate for fiscal year 2025 compared to the prior year is mainly due to the impact of permanent items in relation to pre-tax income.

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Our provision for income taxes for the fiscal year ended June 30, 2025 consisted primarily of federal, state, and foreign tax on anticipated fiscal year 2025 income which was partially offset by tax benefits. We expect our effective rate to fluctuate in future periods based on the impact of permanent items in relation to pre-tax income.

Net Income. As a result of the foregoing factors, net income for the fiscal year ended June 30, 2025 increased to $9.8 million compared to $2.9 million for the fiscal year ended June 30, 2024.

Comparison of Fiscal Years Ended June 30, 2024 and 2023

For a discussion of our results of operations for the fiscal year 2024 compared with fiscal year 2023, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended June 30, 2024, as filed with the SEC on August 28, 2024.

Liquidity and Capital Resources

We continually assess our capital allocation strategy to maximize stockholder value. Our current capital allocation strategy follows a balanced approach focused on supporting and re-investing in the business, as well as returning stockholder value through quarterly dividends and opportunistic share repurchases, where appropriate.

Liquidity

Our primary liquidity and capital resource requirements are to service our debt, which includes any outstanding balances under the 2024 Credit Facility, and finance the cost of our planned operating expenses and working capital (principally inventory purchases), as well as capital expenditures. We have generally relied on cash flow from operations to fund operating activities and we have, at times, incurred long-term debt in order to fund stock repurchases and strategic transactions.

At June 30, 2025, our cash and cash equivalents were $20.2 million. This represented an increase of $3.3 million from the $16.9 million in cash and cash equivalents as of June 30, 2024.

During the fiscal year ended June 30, 2025, our net cash provided by operating activities was $11.9 million as compared to $12.2 million during the fiscal year ended June 30, 2024. The decrease in cash provided by operating activities during the fiscal year ended June 30, 2025 primarily was due to increases in inventory and deposits on future events offset primarily by increases in other accrued expenses which contain accrued incentive compensation to employees and accrued incentives and promotions to our independent consultants.

During the fiscal year ended June 30, 2025, our net cash used in investing activities was $1.4 million, as a result of the purchase of fixed assets, primarily from investing in changes to our Evolve Compensation Plan and Rewards Circle loyalty program through software, website, and mobile application development. During the fiscal year ended June 30, 2024, our net cash used in investing activities was $2.2 million, which was attributable to capital expenditures including leasehold improvements related to moving our Tokyo, Japan office.

Cash used in financing activities during the fiscal year ended June 30, 2025 was $7.6 million, as a result of the repurchase of company stock, payment of quarterly cash dividends, and shares purchased as payment of tax withholding upon vesting of employee equity awards, partially offset by proceeds from stock option exercises and proceeds from purchases of company stock under our employee stock purchase plan. Cash used in financing activities during the fiscal year ended June 30, 2024 was $14.4 million, as a result of the payment of a one-time cash dividend in September 2023, quarterly cash dividends, the repurchase of company stock, and shares purchased as payment of tax withholding upon vesting of employee equity awards, partially offset by proceeds from purchases of company stock under our employee stock purchase plan.

At June 30, 2025 and 2024, the total amount of our foreign subsidiary cash was $6.4 million and $7.3 million, respectively. Under current U.S. tax law, in the future, if needed, we expect to be able to repatriate cash from foreign subsidiaries without paying additional U.S. taxes.

At June 30, 2025, we had working capital (current assets minus current liabilities) of $23.7 million compared to working capital of $15.3 million at June 30, 2024. The increase in working capital primarily was due to increases in cash, inventory, and prepaid expenses and decreases in accounts payable, partially offset by increases in commissions payable and other accrued expenses. We believe that our cash and cash equivalents balances and our ongoing cash flow from operations will be sufficient to satisfy our cash requirements for at least the next 12 months. The majority of our historical expenses have been variable in nature and as such, a potential reduction in the level of revenue would reduce our cash flow. In the event that our current cash balances and future cash flow from operations are not sufficient to meet our obligations or strategic needs, we would consider raising additional funds, which may not be available on terms that are acceptable to us, or at all. Our 2024 Credit Facility, however, contains covenants that in certain circumstances restrict our ability to incur additional indebtedness, make certain investments, purchase or otherwise acquire all or substantially all the assets or equity interests of other companies, or transfer

52

any part of the business. Additionally, our 2024 Credit Facility provides for a line of credit in an aggregate principal amount up to $5.0 million. We would also consider realigning our strategic plans including a reduction in capital spending and expenses.

Capital Resources

Shelf Registration Statement

On March 31, 2023, we filed a shelf registration statement on Form S-3 (the “2023 Shelf Registration”) with the SEC that was declared effective on April 6, 2023, which permits us to offer up to $75 million of common stock, preferred stock, debt securities and warrants in one or more offerings and in any combination, including in units from time to time. Our 2023 Shelf Registration is intended to provide us with additional flexibility to access capital markets for general corporate purposes, which may include, among other purposes, working capital, capital expenditures, other corporate expenses and acquisitions of assets, licenses, products, technologies, or businesses.

2016 Credit Facility

On March 30, 2016, we entered into a loan agreement (the “2016 Loan Agreement”) and a security agreement (the “2016 Security Agreement”). The 2016 Loan Agreement provided for a term loan in an aggregate principal amount of $10.0 million (the “2016 Term Loan”) and a revolving loan facility in an aggregate principal amount not to exceed $2.0 million (the “2016 Revolving Loan,” and collectively with the 2016 Term Loan, the 2016 Loan Agreement and the 2016 Security Agreement, and with the amendments described below, the “2016 Credit Facility”). The 2016 Credit Facility was subsequently amended, among other things, to increase the available borrowing under the revolving loan facility to $5.0 million. On March 31, 2024, the 2016 Credit Facility reached the maturity date and was terminated. As of March 31, 2024, there was no balance outstanding under the 2016 Credit Facility.

2024 Credit Facility

On April 12, 2024, we entered into a Loan Agreement (the “Loan Agreement”) with Bank of America, N.A., as Lender (the “Lender”). In connection with the Loan Agreement and on the same date, we, Lifeline Nutraceuticals Corporation, as Guarantor (the “Guarantor”), and the Lender also entered into a Continuing and Unconditional Guaranty (the “Continuing and Unconditional Guaranty”) and a Security and Pledge Agreement (the “Security and Pledge Agreement”). The Loan Agreement provides for a revolving line of credit in an aggregate principal amount not to exceed $5.0 million (the “Line of Credit”) and collectively with the Loan Agreement, the Continuing and Unconditional Guaranty and the Security and Pledge Agreement, the “2024 Credit Facility”).

In the event we borrow under the Line of Credit, interest will be payable commencing May 31, 2024, and then on the last day of each month thereafter until payment in full of all principal outstanding under the Line of Credit, with all unpaid principal and interest due on April 12, 2027 (the “Expiration Date”). The Line of Credit will bear interest at a rate per year equal to the sum of (i) the greater of the Term SOFR Daily Floating Rate (as defined in the Loan Agreement) or 0.00%, plus (ii) 2.00%. Amounts under the Line of Credit may be repaid and re-borrowed from time to time until the Expiration Date.

Our obligations under the Loan Agreement are secured by a security interest in substantially all of the assets of the Company and the Guarantor, as further provided for in the Security and Pledge Agreement. Pursuant to the Continuing and Unconditional Guaranty, the Guarantor guarantees and promises to pay promptly to the Lender all indebtedness of the Company when due.

The Loan Agreement contains customary covenants, including affirmative and negative covenants that in certain circumstances restrict our ability to incur additional indebtedness, make certain investments, purchase or otherwise acquire all or substantially all the assets or equity interests of other companies, or transfer any part of the business or any assets of the Company or the Guarantor. The Loan Agreement requires us to maintain specified financial ratios and satisfy certain financial condition tests.

The Loan Agreement contains certain customary events of default, including, among other things, our failure to make required payments under the Loan Agreement, certain breaches of representations made by us or the Guarantor, insolvency or bankruptcy of the Company or the Guarantor, failure to have an enforceable first lien or security interest in any property given as security for the Loan Agreement, or our failure to comply with covenants set forth in the Loan Agreement. If an event of default occurs under the Loan Agreement, the obligation of the Lender to make any additional credit available to us may be terminated and the amounts outstanding may become immediately due and payable in the discretion of the Lender, provided that in the event of insolvency or bankruptcy of the Company or the Guarantor, all debts outstanding under the Loan Agreement will automatically become due and payable. Upon the occurrence of any default or after maturity, all amounts outstanding under the Loan Agreement will at the option of the Lender bear interest at a rate which is 2.00% higher than the rate of interest otherwise provided under the Loan Agreement.

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As of June 30, 2025, there was no outstanding balance under the 2024 Credit Facility.

Commitments and Obligations

Please refer to Note 14 to the consolidated financial statements contained in this report for information regarding our contingent liabilities.

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments, and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. Actual results could differ from these estimates. Our significant accounting policies are described in Note 2 to our consolidated financial statements. Certain of these significant accounting policies require us to make difficult, subjective, or complex judgments or estimates. We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

There are other items within our financial statements that require estimation but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements. Management has discussed the development and selection of these critical accounting estimates with our board, and the audit committee has reviewed the disclosures noted below.

Stock-Based Compensation

We use the fair value approach to account for stock-based compensation in accordance with current accounting guidance. We recognize compensation costs for awards with performance conditions when we conclude it is probable that the performance conditions will be achieved. We reassess the probability of vesting at each balance sheet date and adjust compensation costs based on our probability assessment. For awards with market-based performance conditions, the cost of the awards is recognized as the requisite service is rendered by the employees, regardless of when, if ever, the market-based performance conditions are satisfied.

Historically, our estimates and underlying assumptions have not materially deviated from our actual reported results and rates. However, we base assumptions we use on our best estimates, which involves inherent uncertainties based on market conditions that are outside of our control. If actual results are not consistent with the assumptions we use, the stock-based compensation expense reported in our consolidated financial statements may not be representative of the actual economic cost of stock-based compensation. For example, if actual employee forfeitures significantly differ from our estimated forfeitures, we may be required to adjust our consolidated financial statements in future periods.

Income Taxes

The provision for income taxes includes income from U.S. and foreign subsidiaries taxed at statutory rates, the accrual or release of amounts for tax uncertainties, and U.S. tax impacts of foreign income in the U.S.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities on the financial statements and their respective tax bases. Deferred tax assets also are recognized for net operating losses and credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates applicable to taxable income in the years in which the temporary differences are expected to reverse and the credits are expected to be used. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. An assessment is made as to whether or not a valuation allowance is required to offset deferred tax assets. This assessment requires estimates as to future operating results, as well as an evaluation of the effectiveness of our tax planning strategies. These estimates are made on an ongoing basis based upon our business plans and growth strategies in each market and consequently, future material changes in the valuation allowance are possible. The valuation allowance reduces the deferred tax assets to an amount that management determined is more-likely-than-not to be realized.

We operate in and file income tax returns in the U.S. and numerous foreign jurisdictions with complex tax laws and regulations, which are subject to examination by tax authorities. The complexity of our global structure requires specialized knowledge and judgment in determining the application of tax laws in various jurisdictions. Years open to examination contain matters that could be subject to differing interpretations of applicable tax laws and regulations related to the amount and/or timing of income, deductions, and tax credits. We account for uncertain tax positions in accordance with Accounting Standards

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Codification (“ASC”) 740, Income Taxes. This guidance prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

Interest and penalties related to tax contingency or settlement items are recorded as a component of the provision for income taxes in our Consolidated Statements of Operations and Comprehensive Income. We record accruals for tax contingencies as a component of accrued liabilities or other long-term liabilities on our Consolidated Balance Sheet.

Recently Issued Accounting Standards

Refer to “Item 8. Financial Statements and Supplementary Data” and Note 2 to our consolidated financial statements included in Part IV, Item 15 of this report for discussion regarding the impact of accounting standards that were recently issued but not yet effective, on our consolidated financial statements.